UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

  o QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended June 30, 2015
 
or
 
o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition period from _______________ to ______________

Commission File Number: 000-10210
 
TREE TOP INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
 
NEVADA
 
83-0250943
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
3887 Pacific Street,
Las Vegas, NV 89121
(Address of principal executive offices) (Zip Code)
     
(212) 204 7926
Registrant's telephone number, including area code
 
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x    No    o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One).

Large accelerated filer
o
 
Accelerated filer
o
Non-accelerated filer
(Do not check if a smaller reporting company)
o
 
Smaller reporting company
x
 
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o     NO   x
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

As of April 15, 2016, the number of shares outstanding of the registrant’s class of common stock was 8,425,089.
 


 
 
 
 
 
TABLE OF CONTENTS
     
Pages
 
         
PART I. FINANCIAL INFORMATION
   
 
 
           
Item 1.
Financial Statements
   
 
 
           
     
3
 
           
     
4
 
           
     
5
 
           
     
6
 
           
Item 2.
   
13
 
           
Item 3.
   
18
 
           
Item 4.
   
18
 
           
PART II. OTHER INFORMATION
   
 
 
           
Item 1.
   
20
 
           
Item 2.
   
20
 
           
Item 3.
   
20
 
           
Item 5.
   
21
 
           
Item 6.
   
21
 
           
     
23
 

 
 
 
 

 
 
PART I.   FINANCIAL INFORMATION
 
ITEM 1.   FINANCIAL STATEMENTS
 
TREE TOP INDUSTRIES, INC.
                       
Consolidated Balance Sheets
(Unaudited)

ASSETS
           
             
             
   
June 30,
   
December 31,
 
   
2015
   
2014
 
             
CURRENT ASSETS
           
Cash and cash equivalents
  $ 442       1,689  
Accounts receivable
    -       2,385  
Marketable securities
    85,765       78,020  
                 
Total Current Assets
    86,207       82,094  
                 
PROPERTY AND EQUIPMENT (NET)
    4,042       5,454  
                 
TOTAL ASSETS
  $ 90,249     $ 87,548  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
CURRENT LIABILITIES
               
Accounts payable and accrued expenses
  $ 895,640     $ 837,940  
Accrued interest
    266,775       225,577  
Asset retirement obligation
    101,250       101,250  
Due to officers and directors
    138,702       128,768  
Notes payable
    27,900       103,000  
Notes Payable related party
    732,015       -  
Notes payable- in default
    260,840       244,340  
Current portion of long-term debt
    758,181       231,000  
                 
Total Current Liabilities
    3,181,303       1,871,875  
                 
LONG-TERM LIABILITIES
               
Notes payable - related party (less current portion)
            549,554  
Notes payable (less current portion)
    -       610,341  
                 
Total Long-Term Liabilities
    -       1,159,895  
                 
Total Liabilities
    3,181,303       3,031,770  
                 
STOCKHOLDERS' DEFICIT
               
Preferred Stock, par value $.001, 50,000 authorized, 0 issued
    -       -  
Common stock, par value $0.001 per share,
               
 10,000,000 shares authorized; 9,225,089 and 9,225,089
               
 issued, 8,425,089 and  8,425,089 outstanding, respectively
    9,225       9,225  
Additional paid-in-capital
    149,164,855       149,158,135  
Unearned ESOP shares
    (2,176,000 )     (2,176,000 )
Accumulated other comprehensive income (loss)
    59,145       51,400  
Retained Deficit
    (150,148,279 )     (149,986,982 )
                 
Total Stockholders' Deficit
    (3,091,054 )     (2,944,222 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ 90,249     $ 87,548  
                 
 
 
3

 
TREE TOP INDUSTRIES, INC.
                       
Consolidated Statements of Operations
(Unaudited)
 
   
For The Three Months Ended
   
For The Six Months Ended
 
   
June 30,
   
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
                         
REVENUES
                       
Crude oil sales
  $ -     $ 8,915     $ 1,126     $ 24,405  
                                 
Oil & Gas operating costs
    226       9,789       8,990       18,303  
                                 
Gross Profit
    (226 )     (874 )     (7,864 )     6,102  
                                 
OPERATING EXPENSES
                               
Depreciation
    706       706       1,412       1,412  
General and administrative
    26,410       17,389       54,461       45,132  
Compensation and professional fees
    13,116       27,650       45,680       76,053  
                                 
Total Operating Expenses
    40,232       45,745       101,553       122,597  
                                 
LOSS FROM OPERATIONS
    (40,458 )     (46,619 )     (109,417 )     (116,495 )
                                 
OTHER INCOME (EXPENSE)
                               
                                 
Gain on debt forgiveness
    -       -       -       -  
Gain(loss) on investments
    -       -       -       -  
Interest expense
    (26,203 )     (27,509 )     (51,879 )     (53,215 )
                                 
Total Other Income (Expense)
    (26,203 )     (27,509 )     (51,879 )     (53,215 )
                                 
NET INCOME (LOSS) BEFORE INCOME
                         
TAXES
    (66,661 )     (74,128 )     (161,296 )     (169,710 )
PROVISION FOR INCOME TAXES
    -       -       -       -  
                                 
NET INCOME (LOSS)
  $ (66,661 )   $ (74,128 )   $ (161,296 )   $ (169,710 )
                                 
OTHER COMPREHENSIVE INCOME
                         
/(LOSS) NET OF TAXES
                               
Unrealized income (loss) on held for
                         
    sale marketable securities
    3,550       5,591       7,745       12,641  
                                 
COMPREHENSIVE INCOME/(LOSS)
  $ (63,111 )   $ (68,537 )   $ (153,551 )   $ (157,069 )
                                 
LOSS PER SHARE - BASIC & DILUTED
  $ (0.01 )   $ (0.01 )   $ (0.02 )   $ (0.02 )
                                 
WEIGHTED AVERAGE NUMBER OF
                         
 COMMON SHARES OUTSTANDING
    8,425,089       8,175,090       8,425,089       8,175,090  
 
 
4

 
 
TREE TOP INDUSTRIES, INC.
                       
Consolidated Statements of Cash Flows
(Unaudited)
 
   
For The Six Months Ended
 
   
June 30,
 
   
2015
   
2014
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
             
Net loss
  $ (161,296 )     (169,710 )
Adjustments to reconcile net loss to net cash provided by
               
 (used in) operating activities:
               
Depreciation and amortization
    1,411       1,411  
Common stock issued for services rendered
    -       -  
Imputed interest on loan
    6,720       6,720  
Change in operating assets and liabilities, net of acquisition:
               
(Increase) decrease in accounts receivable
    2,385       4,731  
Increase (decrease) in accounts payable and accrued expenses
    98,898       66,908  
                 
Net Cash Used in Operating Activities
    (51,882 )     (89,940 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Cash received from sale of investment
    -       -  
Purchase of property and equipment
    -       -  
                 
Net Cash provided by (used in) Investing Activities
    -       -  
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
                 
Cash received from notes payable
    40,700       42,500  
Cash paid on notes payable
    -       -  
Cash paid to related party loans
    (42,700 )     (41,259 )
Cash received from related party loans
    52,635       92,131  
                 
Net Cash Provided by (Used in) Financing Activities
    50,635       93,372  
                 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    (1,247 )     3,432  
                 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    1,689       1,169  
                 
CASH AND CASH EQUIVALENTS, END OF PERIOD
  $ 442     $ 4,601  
                 
SUPPLEMENTAL DISCLOSURES:
               
                 
Cash paid for interest
  $ -     $ -  
Cash paid for income taxes
  $ -     $ -  
                 
NON-CASH INVESTING AND FINANCING ACTIVITIES:
               
                 
    Unrealized (gain)/ loss on marketable securities
  $ (7,745 )   $ (12,641 )

 
5

 
 
TREE TOP INDUSTRIES, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
June 30, 2015
(Unaudited)

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by Tree Top Industries, Inc. (“the Company”) without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2015, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2014 audited financial statements.  The results of operations for the period ended June 30, 2015 are not necessarily indicative of the operating results for the full year.

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries as disclosed in Item 2 below. All significant inter-company balances and transactions have been eliminated.
 
NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
Beneficial Conversion Feature of Debentures and Convertible Notes Payable
In accordance with FASB ASC 470-20, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, we recognize the advantageous value of conversion rights attached to convertible debt.  Such rights give the debt holder the ability to convert his debt into common stock at a price per share that is less than the trading price to the public on the day the loan is made to us. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of the debentures and related accruing interest, and is recorded as a discount to the related debt and an addition to additional paid in capital.  The discount is amortized over the remaining outstanding period of related debt using the straight-line method.

Recent Accounting Pronouncements
No accounting pronouncements were issued during the second quarter of 2015 that would have a material effect on the accounting policies of the Company when adopted.
 
 
6

 
 
TREE TOP INDUSTRIES, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
June 30, 2015
(Unaudited) 
 
Oil and Gas Interests
The Company utilizes the full cost method of accounting for oil and gas activities. Under this method, subject to a limitation based on estimated value, all costs associated with property acquisition, exploration and development, including costs of unsuccessful exploration; are capitalized within a cost center. No gain or loss is recognized upon the sale or abandonment of undeveloped or producing oil and gas interests unless the sale represents a significant portion of oil and gas interests and the gain significantly alters the relationship between capitalized costs and proved oil and gas reserves of the cost center. Depreciation, depletion and amortization of oil and gas interests are computed on the units of production method based on proved reserves. Amortizable costs include estimates of future development costs of proved undeveloped reserves.

Capitalized costs of oil and gas interests may not exceed an amount equal to the present value, discounted at 10%, of the estimated future net cash flows from proved oil and gas reserves plus the cost, or estimated fair market value, if lower, of unproved interests. Should capitalized costs exceed this ceiling, an impairment is recognized. The present value of estimated future net cash flows is computed by applying average prices, in the preceding twelve months, of oil and gas to estimated future production of proved oil and gas reserves as of year-end, less estimated future expenditures to be incurred in developing and producing the proved reserves and assuming continuation of existing economic conditions.

The oil and gas interests were purchased with the issuance of 466,853 shares and were valued at market value at the grant date as $513,538. However at December 31, 2012, due to a mechanics lien and impairment of title to the assets, the Company impaired the recorded cost, leaving no value associated with the acquisition. The Company recorded an impairment on long lived assets in the amount of $513,538.

Asset Retirement Obligation
The Company follows FASB ASC 410-20 "Accounting for Asset Retirement Obligations," which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs.

FASB ASC 410-20 requires recognition of the present value of obligations associated with the retirement of tangible long-lived assets in the period in which it is incurred. The liability is capitalized as part of the related long-lived asset's carrying amount.

Over time, accretion of the liability is recognized as an operating expense and the capitalized cost is depreciated over the expected useful life of the related asset. The Company's asset retirement obligations are related to the plugging, dismantlement, removal, site reclamation and similar activities of its oil and gas exploration activities.
 
The asset retirement obligation is as follows:
   
6/30/2015
   
12/31/2014
 
             
Previous Balance
 
$
101,250
   
$
101,250
 
Increases/(decreases) current period
   
-
     
-
 
                 
Ending Balance
 
$
101,250
   
$
101,250
 
 
Investments at Cost
The Company  accounts for its investment in private entities using the equity method for investments where the Company’s shares held are in excess of 20% of the outstanding  shares of the investee.  The Company acquired a 25% equity investment in three entities from Brazil as part of the assets of the ARUR acquisition in December 2012. Due to the inactivity of the entities, the Company did not allocate any purchase price to these investments. The Company evaluates  its cost in investments for impairment of value annually.  If cost investments become marketable they are  reclassified to Marketable Securities-Available for Sale.
 
Investments are as follows:
     
Balance, December 31, 2014
  $ 0  
Realized gains and losses
    0  
Unrealized gains and losses
    0  
Balance, June 30, 2015
  $ 0  
                                                        
Marketable Securities-Available for Sale
The Company purchased marketable securities during 2012. The Company's marketable securities are classified as "available for sale". Accordingly, the Company originally recognizes the shares at the market value purchased. The shares are evaluated quarterly using the specific identification method. Any unrealized holding gains or losses are reported as Other Comprehensive Income and as a separate component of stockholder's equity. Realized gains and losses are included in earnings. Also other than temporary impairments are recorded as a loss on marketable securities in the statements of operations.
 
 
7

 
 
TREE TOP INDUSTRIES, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
June 30, 2015
(Unaudited)

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

Marketable Securities-Available for Sale (Continued)

Marketable securities are as follows at June 30, 2015:
 
Balance at December 31, 2014:
 
$
78,020
 
Change in market value at June 30, 2015
   
7,745
 
Balance at June 30, 2015:
 
$
85,765
 
 
Fair Value of Financial Instruments
On January 1, 2008, the Company adopted ASC 820, “Fair Value Measurements”   ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
 
  
o
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
 
  
o
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
 
  
o
Level 3 inputs to the valuation methodology are unobservable and significant to the fair measurement.
 
The carrying amounts reported in the balance sheets for cash and cash equivalents, and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The carrying value of notes payable approximates fair value because negotiated terms and conditions are consistent with current market rates as of June 30, 2015 and December 31, 2014.
Marketable securities are reported at the quoted and listed market rates of the securities held at the period end.
  
The following table presents the Company’s  Marketable securities and Notes Payable within the fair value hierarchy utilized to measure fair value on a recurring basis as of June 30, 2015 and December 31, 2014:
 
   
Level 1
   
Level 2
   
Level 3
 
Marketable Securities – 2015
    85,765       -0-       -0-  
Marketable Securities – 2014
    78,020       -0-       -0-  
Notes payable - 2015
    -0-       -0-       1,858,032  
Notes payable - 2014
    -0-       -0-       1,807,397  
 
The following table presents a Level 3 reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs as of June 30, 2015 and December 31, 2013:
 
  
 
Notes payable
 
Balance, December 31, 2014
  $ 1,807,397  
Note issuances
    93,335  
Note payments
    (42,700 )
Balance, June 30, 2015
  $ 1,858,032  
 
 
8

 
 
TREE TOP INDUSTRIES, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
June 30, 2015
(Unaudited)
 
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, NetThruster, Inc., BioEnergy Applied Technologies Inc., GoHealthMD, Inc., MLN, Inc., Eye Care Centers International, Inc., GoHealthMD Nano Pharmaceuticals, Inc., TTI Strategic Acquisitions and  Equity Group, Inc. and TTII Oil & Gas, Inc. All subsidiaries of the Company except TTII Oil & Gas, Inc., currently have no financial activity. All significant inter-company balances and transactions have been eliminated.

Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are maintained with major financial institutions in the U S. Deposits held with these banks at times exceed $250,000 of insurance provided on such deposits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on cash and cash equivalents. There were no cash equivalents at June 30, 2015 and December 31, 2014.

Accounts Receivable/Allowances for Doubtful Accounts
The Company regularly assesses the collectability of its accounts receivable, and considers receivables with aging exceeding 120 days to be potentially uncollectible.  Management will analyze the need for an allowance for doubtful accounts at that time. As of June 30, 2015 and December 31, 2014, there are no allowances recorded.

Stock Based Compensation
The Company accounts for stock-based compensation in accordance with the provisions of ASC 718.  ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the reward- known as the requisite service period. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee share options and similar instruments are estimated using the Black Scholes option-pricing model adjusted for the unique characteristics of those instruments.
 
Equity instruments issued to non-employees are recorded at their fair values as determined in accordance with ASC 718 and ASC 595, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods and Services”, and are periodically revalued as the stock options vest and are recognized as expense over the related service period.

Basic and Diluted Loss per Share
The Company calculates earnings per share in accordance with ASC 260, “Computation of Earnings Per Share.” Basic loss per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share gives effect to dilutive convertible securities, options, warrants and other potential common stock outstanding during the period; only in periods in which such effect is dilutive. For 2015 and 2014, no common equivalent shares were excluded from the calculation and as of June 30, 2015, there are not stock equivalents existing. The ESOP shares issued during 2012 and 2011 have also been excluded from the calculation as they were issued but not outstanding.

   
For the Six Months
   
For the Six Months
 
   
Ended June 30,
   
Ended June 30,
 
   
2015
   
2014
 
Income (Loss) (numerator)
  $ (153,551 )   $ (157,069 )
Shares (denominator)
    8,425,089       8,175,090  
Basic and diluted income (loss) per share
  $ (0.02 )   $ (0.02 )
 
 
9

 
 
TREE TOP INDUSTRIES, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
June 30, 2015
(Unaudited)
 
Revenue Recognition
Oil and Gas Revenues and Deferred Revenue
Revenue form sales of crude oil are recorded when deliveries have occurred and legal ownership of the commodity transfers to the customer. Title transfers for crude oil generally occur when a tanker lifting has occurred. Oil inventory in holding tanks at the period end are recorded as deferred revenue prior to tanker lifting.

Intangible Assets and Business Combinations
The Company adopted ASC 805, “Business Combinations”, and ASC 350, “Goodwill and Other Intangible Assets”, effective June 2001 and revised in December 2007. ASC 805 requires the use of the purchase method of accounting for any business combinations initiated after June 30, 2002, and further clarifies the criteria to recognize intangible assets separately from goodwill. Under ASC 350, goodwill and indefinite−life intangible assets are no longer amortized, but are reviewed for impairment annually.
 
Oil & Gas Inventory
The Company accounts for the oil & gas extracted from the ground and held in holding tanks prior to pickup and sale as oil & gas inventory. It is computed using the measurement of barrels and is multiplied with the published oil purchase price from the customer that picks up and purchases our oil.

Concentrations of Credit Risk
During the quarter ended June 30, 2015, the Company had one major customer, through which the Company sold 100% of its oil production. Although the Company believes comparable refineries could be contracted to pickup and purchase our oil the loss of this customer could have a temporary negative impact on the Company’s operations. At June 30, 2015 and December 31, 2014, 100% of the accounts receivable were to the single major customer mentioned above.

Income Taxes
 The Company applies ASC 740 which requires the asset and liability method of accounting for income taxes. The asset and liability method requires that the current or deferred tax consequences of all events recognized in the financial statements are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be recovered.
 
The Company adopted ASC 740 at the beginning of fiscal year 2008. This interpretation requires recognition and measurement of uncertain tax positions using a “more-likely-than-not” approach, requiring the recognition and measurement of uncertain tax positions. The adoption of ASC 740 had no material impact on the Company’s financial statements. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will to be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment
 
NOTE 4 - RELATED PARTY TRANSACTIONS

The Company is indebted to the officers of the Company for unpaid wages and bonuses from previous years that were converted into Notes. The balances at June 30, 2015 and December 31, 2014 are $421,044 to Mr. Reichman and $206,670 to Mrs. Griffin, respectively. The notes bear interest at 5% are due at January 15, 2016 and are unsecured.

Due to officers as of June 30, 2015 and  December 31, 2014 totals $138,702 and $128,767, respectively. These balances consist of net cash advances, and unpaid expense reimbursements due to David Reichman. The payables and cash advances are unsecured, due on demand and do not bear interest. During the first six months of 2015 Mr. Reichman advanced $52,635 to the Company to cover operating expenses, and was repaid $42,700. During 2014 Mr. Reichman advanced $127,620, to the Company and was repaid $49,460. At June 30, 2015 and December 31, 2014, the balances due Mr. Reichman are $138,702 and $128,767, respectively.
 
During the first six months of 2015 and the year ended December 31, 2014, a board member advanced $22,800 and $31,500, respectively. These totals consist of several small advances, each covered by separate notes that bear interest at 6%, are unsecured, and are due beginning in January 2016 through June 2016. The total notes payable to this board member at June 30, 2015 and December 31, 2014 amount to $104,300 and $81,500, respectively.
 
 
10

 
 
TREE TOP INDUSTRIES, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
June 30, 2015
(Unaudited)  
NOTE 5 - NOTES PAYABLE

(a)
NOTES PAYABLE

Notes payable consist of various notes bearing interest at rates from 5% to 8%, which are unsecured, with original due dates between August 2000 and June 2016. Many notes with maturity dates that have passed are currently in default with the remaining note due on dates as specified below. At June 30, 2015 and December 31, 2014, notes payable amounted to $1,858,032 and $1,807,397, respectively. Below is a table summarizing the notes owed by the Company.

               
Interest Expense
   
Interest Expense
   
Principal
       
Interest Rate
   
6/30/2015
   
6/30/2014
 
Maturity
    $ 19,000       8.00 %     760       760  
1/31/2016
      5,099       5.00 %     128       128  
1/31/2016
      32,960       5.00 %     824       824  
1/31/2016
      37,746       5.00 %     968       910  
1/31/2016
      107,000       5.00 %     2,500       2,500  
1/31/2016
      388,376       5.00 %     9,710       9,710  
1/31/2016
      192,000       0.00 %     6,720       6,720  
On Demand(1)
      18,000       6.00 %     540       540  
09/01/2002
      30,000       6.00 %     900       900  
09/12/2002
      25,000       5.00 %     626       626  
08/31/2000
      40,000       7.00 %     1400       1400  
07/10/2002
      5,000       6.00 %     150       150  
10/28/2013
      85,300       6.00 %     2,917       2,025  
11/06/2013
      65,340       6.00 %     1,960       1,363  
01/15/2014
      409,920       5.00 %     10,248       10,248  
12/31/2015
      11,125       5.00 %     278       278  
06/30/2014
      200,000       5.00 %     5,000       5,000  
12/31/2015
      6,670       5.00 %     166       166  
06/30/2014
      100,400       6.00 %     2,698       2,400  
04/05/2014
    $ 1,778,936               48,493       46,648    

Note payable activity in the three months ended June 30, 2015:

On February 11, April 21, May 5, June 8 and June 15, 2015, the Company executed  notes payable  to an individual and board member in the total amount of $22,800, interest accrues at 6% per annum, unsecured, due after 12 months of execution

On March 6, March 16, March 25, and June 30, 2015, the Company executed notes payable to a Trust in the total amount of $17,900, interest accrues at 6% per annum, unsecured, due after 12 months of execution (2016).


(1)
Imputed interest due to 0% interest rate
 
 
11

 
 
TREE TOP INDUSTRIES, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
June 30, 2015
(Unaudited)

NOTE 6 - STOCKHOLDERS' DEFICIT
 
ISSUANCES OF COMMON STOCK

During the quarter ended June 30, 2015, there were no common stock issuances.

During the six months ended June 30, 2015, the Company recorded imputed interest on a non-interest bearing note in the amount of $6,720, with an increase in paid in capital.

During the three months ended June 30, 2015, the Company did not issue any stock options or warrants.
 
NOTE 7 - LEGAL ACTIONS

During March 2013, the Company was named in an action pertaining to the 75% working interest in the Ownbey Lease.   Subsequent to the Company’s purchase of the assets and the termination of the operator a mechanics lien was filed against the property claiming approximately $267,000 in fees are due to the previous operator. An action is pending in the District Court of Chautauqua County, Kansas, captioned Aesir Energy, Inc. vs. Amercian Resource Technologies, Inc.; Nancy Ownbey Archer; Jimmy Stephen Ownbey; Robbie Faye Butts; Tree Top Industries, Inc.; and TTII oil & Gas, Inc.   Management intends to vigorously contest AESIR’s claims and, at this point, settlement appears unlikely. It has been presented in the County Court that some of ARUR’s Directors have acted without authorization in this matter, and TTII’s management is assessing how to proceed at this time. No monetary claims have been asserted against TTII or TTII Oil & Gas, Inc .
 
NOTE 8 – SUBSEQUENT EVENTS

In accordance with ASC 855-10 Company management reviewed all material events through the date of this report and there are no material subsequent events to report except as follows:
 
On February 26, 2016, the Company announced in an 8-K, that on February 15, 2016, TTII entered into a non-binding letter of intent with Go Fun Group Holdings, Ltd, (“Go Fun”) an integrated O2O (online to offline) supply-chain facilitated company, which operates in the retail restaurant and online food service business sectors and is based in Hong Kong, to continue discussions and work on a mutual agreeable transaction and business plan, including a potential private placement for raising capital.  Go Fun is also engaged in the ‘Green’ food sourcing and logistics business, working with sustainable, local companies to further the science of healthy food preparation. Go Fun’s retail entries include traditional Chinese, Italian, and Japanese Steakhouse restaurants. The purpose of the ongoing exchange between TTII and Go Fun is to explore possible synergies, and facilitate investment in or acquisition of several of Go Fun’s operating units and/or assets.

On April 7, 2016, the Board of Directors announced their intension to effect a 10 for 1 forward stock split, and change the authorized common shares to 100,000,000 shares in May 2016 after proper approval with the authorities. They have also authorized a Series A Preferred Stock that will have super voting power.

During April 2016, the Company drafted and offered a Private Placement Memorandum (PPM) which will be open to raise capital until June 30, 2016 with the option of an additional 30 day extension. The Company has received $350,000 from subscription agreements through the date of filing of this report.
 
 
12

 
 
ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Cautionary Statements
 
This Form 10-Q may contain “forward-looking statements,” as that term is used in federal securities laws, about Tree Top’s consolidated financial condition, results of operations and business. These statements include, among others:
 
statements concerning the potential benefits that may be experienced from business activities and certain transactions contemplated or completed; and
 
statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. These statements may be made expressly in this Form 10-Q. You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates,” “opines,” or similar expressions used in this Form 10-Q. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied in those statements. The most important facts that could prevent us from achieving our stated goals include, but are not limited to, the following:
 
a)
volatility or decline of Tree Top’s stock price; potential fluctuation of quarterly results;
b)
Potential fluctuation of quarterly results;
c)
failure to earn revenues or profits;
d)
inadequate capital to continue or expand our business, and inability to raise additional capital or financing to implement our business plans;
e)
failure to commercialize our technology or to make sales;
f)
decline in demand for our products and services;
g)
Rapid adverse changes in markets;
h)
litigation with or legal claims and allegations by outside parties against TTI, including but not limited to challenges to intellectual property rights;
i)
insufficient revenues to cover operating costs; and
 
There is no assurance that we will be profitable, we may not be able to successfully develop, manage or market our products and services, we may not be able to attract and retain qualified executives and technology personnel, we may not be able to obtain customers for our products or services, our products and services may become obsolete, government regulation may hinder our business, additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants and stock options, or the exercise of outstanding warrants and stock options, and other risks inherent in our businesses.
 
Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. We caution you not to place undue reliance on the statements, which speak only as of the date of this Form 10-K. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. We do not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Form 10-Q, or to reflect the occurrence of unanticipated events. 
 
 
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Organizational History
 
We were incorporated on in 1980 under the laws of the State of Nevada under the name of Western Exploriation, Inc.  Western Exploration, Inc., a Nevada corporation, was formed on July 24, 1980. In 1990, Western Exploration, Inc. changed its name to Nugget Exploration, Inc.  On November 10, 1999, a wholly owned subsidiary of Nugget Exploration, Inc., Nugget Holdings Corporation merged with and into GoHealthMD, Inc., a Delaware corporation.  Shortly thereafter, Nugget Exploration, Inc. changed its name to GoHealthMD, Inc. a Nevada corporation.
 
On August 18, 2004, GoHealthMD, Inc., the Nevada Corporation, changed its name to Tree Top Industries, Inc.  GoHealthMD, Inc. continues to exist as a Delaware corporation and wholly owned subsidiary of Tree Top Industries, Inc.  NetThruster, Inc. MLN, Inc., BioEnergy Applied Technologies, Inc. (BAT”),  Eye Care Centers International, Inc., GoHealthMD Nano Pharmaceuticals, Inc., TTI Strategic Acquisitions and Equity Group, Inc. and TTII Oil & Gas, Inc. are also wholly owned subsidiaries of Tree Top Industries, Inc. Several of these subsidiaries have been formed by us in the anticipation of technologies, products or services being acquired. Not all subsidiaries are currently active.

On December 31, 2012, Tree Top and its new subsidiary, TTII Oil & Gas, Inc., a Delaware corporation, signed a binding asset purchase agreement with American Resource Technologies, Inc. (“ARUR”), a Kansas corporation, to acquire all of the assets of ARUR for a purchase price of $513,538, which was paid in the form of 466,853 shares of Tree Top’s common stock as described in the asset purchase agreement. The shares were valued at $1.10 per share, based on the weighted average trading price of the common stock over the ten trading days prior to the Closing Date. The assets purchased from ARUR include a 75% working interest in oil and gas leases in Kansas, as well as other oil field assets, a natural gas pipeline, currently shut down that is also located in Kansas, 25% interest in three other business entities operating in Kansas, and accounts receivables from two companies operating in Brazil in the amounts of $3,600,000 and$3,600,000 respectively.  TTII Oil & Gas, Inc. also purchased three promissory notes in the amounts of $100,000, $100,000 and $350,000, as well an overdue contract for revenue in the amount of $1,000,000.  Finally, several gun sight patents were also acquired from ARUR,..  TTII Oil & Gas, Inc. intends to pursue more opportunities in Kansas to expand the current leases, and to agressively continue pumping oil from the thirteen currently operating wells.  At the same time, both Tree Top Industries, Inc. and TTII Oil & Gas, Inc. intend to aggressively pursue the two companies located in Brazil, who are responsible for the over $7,000,000 dollars in monies owed to TTII Oil & Gas, Inc. All accounts and notes receivable were deemed uncollectable due to the age and circumstances, and therefore were assessed no value in the asset purchase.  The equity ownerships were also deemed to be impaired due to the inactive nature of the entities, and were not allocated any value. The gun sight patents was also not readily assessable as to value and no purchase price was allocated to this asset. Also due to the mechanics lien and lawsuit on the oil leases, as well as the absence of an official reserve report, the oil lease was also impaired and no value was recorded for this asset.
 
Critical Accounting Policies
 
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We monitor our estimates on an on-going basis for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates if past experience or other assumptions do not turn out to be substantially accurate.

Certain of our accounting policies are particularly important to the portrayal and understanding of our financial position and results of operations and require us to apply significant judgment in their application. As a result, these policies are subject to an inherent degree of uncertainty. In applying these policies, we use our judgment in making certain assumption and estimates. Our critical accounting policies are described in our Annual Report on Form 10-K for the year ended December 31, 2013. There have been no material changes to our critical accounting policies as of June 30, 2015 and for the six months then ended.

Overview of Business
 
During the 2 nd quarter 2013, the Company commenced it's oil and gas operations, and have brought 13 wells into production to date. It specializes in the utilization of modern technologies with known resources to enhance project output.  The company has a working interest of 75% of a lease in S.E. Kansas.  This lease has approximately 13 working wells out of a total of 30 well, and a natural gas pipeline that is currently shut down, that is also located in Kansas.
 
 
14

 

In May of 2013, TTII Oil and Gas Inc. with the help of its Operator, Clark Energy, Inc., opened up the wells on the Ownbey Lease for production.  Upon opening up the lease for production, TTII Oil & Gas, Inc.’s Operator ran into several problems with the lease.  It came to the company’s attention that the previous Operator, Aesir Energy Inc., owned and operated by Eric Oden, (son to the previous President and CEO, Fred Oden III, of American Resource Technologies, Inc.) had left the lease in sub-standard condition.  Due to this fact, many repairs had to be made to the equipment on the lease that kept the company from being able to get the full benefit of the lease.  During 2013 and 2014, the Company extracted oil from its Kansas oil wells, however in early 2015 with the steady decline of oil prices over the past two years, Management has determined that the costs to extract oil would exceed the revenues gernerated to an extent that it was necessary to suspend oil operations. When oil prices increase, Management would expects to continue our oil and gas operations and formulate a plan to rework additional wells to bring them online and generate additional monthly oil production. The Company will also assess the potential expansion of additional oil leases in order to increase the oil production and revenue source.

Tree Top Industries, Inc. and TTII Oil & Gas, Inc. intend to aggressively pursue the two companies located in Brazil, who are responsible for the over $7,000,000 dollars in monies owed to TTII Oil & Gas, Inc .
 
 
15

 
 
Competitors

There are many competitors in the oil and gas industry that are larger than us and have better resources.
 
Suppliers and Customers

We have hired an operator who operates and services our wells.  When our crude oil reaches a certain level, the operator orders a pickup by our local crude oil purchaser, who pickups up and delivers our crude oil to a refinery. We have only one company that currently purchases our crude oil, therefore we have a concentration risk attached to our revenue stream. Because there are several other crude oil purchasers in our region, we believe this risk will not affect our oil and gas operations.

Government and Environmental Regulation

Governmental authorities may in the future impose obstacles to the production and sale of oil and gas through laws or regulations.  Recent tax and energy legislation has been enacted, the total effect of which is not yet known.  Various types of mineral properties have come under attack in certain areas because of their potential impact upon the surrounding environment.  Therefore, leases or production in which we may have an interest could be adversely affected by either governmental regulations or private litigation involving such environmental concerns.  We are not able to predict the outcome of such controls, regulations or laws on its operations or on the operations of the Company.
 
Intellectual Property
 
Pursuant to the ARUR acquisition, the Company acquired a 25% ownership in an Oklahoma corporation that designed a new software for gamma ray survey interpretation.  This new software interprets data accumulated during aerial or surface surveys and provides a 3D blueprint of the areas with the highest concentration of hydrocarbons and/or uranium, dependent upon the algorithm application.  This intellectual property is not a significant asset of our business.

Employees

As of July 15, 2015 we have 1 full-time employee and one part time employee. We have not experienced any work stoppages and we consider relations with its employees to be good.  
 
RESULTS OF OPERATIONS

Results of Operations for the Three Months Ended June 30, 2015, Compared to Three Months Ended June 30, 2014:

We realized revenues of $0 during the three months ended June 30, 2015 and $8,915 during the three months ended June 30, 2014. The decrease in our oil revenues were a factor of suspending our oil pumping operations in the first quarter until oil prices improve. Our oil operations expenses totaled $226 for the three months ended June 30, 2015 compared to $9,789 in the comparative quarter last year. Our general operating expenses decreased from $ 45,745 in 2014 to $40,232 in 2015. The decrease was primarily the result of decrease operating activities and legal expenses.. General and administrative expenses increased from $17,389 to $26,410 or 52%. Compensation and professional fees decreased by $14,534, due to the decrease in professional fees and stock based compensation given to contractors.
 
Our net loss decreased by $7,467 from $(74,128) in 2014 to a loss of $(66,661) in 2015. The primary reason for this improvement was the decrease in expenses as disclosed above, despite the decrease in our revenues. We expect that our losses will continue to be approximately $20,000 per month until we are able to establish a larger revenue flow from our oil & gas leases, or other operations.

  Results of Operations for the Six Months Ended June 30, 2015, Compared to Six Months Ended June 30, 2014:

We realized revenue of $1,126 and cost of revenues of $8,990 for the six month period ending June 30, 2015. This represents a gross loss of $(7,864) for the period as opposed to gross profit of $6,102 for the 2014 period. The decrease in our oil revenues were a factor of suspending our oil pumping operations in the first quarter until oil prices improve.. Our operating expenses decreased from $122,597 in 2014 to $101,553 in 2015, a decrease of $21,044 for the six months ended June 30, 2015. This is the direct result of decreased compensation and professional fees in the 2015 period.

Our net loss for the six months ended June 30, 2015 decreased from a loss of $169,710 to a loss of $161,296 an decrease of $8,414. We expect to continue to have quarterly losses due to the suspension of our oil operations and expenses in excess of our revenues.
 
 
16

 
 
LIQUIDITY AND CAPITAL RESOURCES
 
At June 30, 2015 we had cash on hand of $442 compared to $1,689 at December 31, 2014. We used cash in our operations of $(51,882) in 2015 compared to cash used of $(89,940) in 2014. We (paid back)/raised $9,935 and $33,620 from related party loans in 2015 and 2014, and $40,700 and $33,000 from other notes payable, respectively. We anticipate that we will continue to have a negative cash flow from operations of approximately $15,000 per month for 2015. We do not have sufficient cash on hand at June 30, 2015 to cover our negative cash flow. We will attempt to increase our revenues from oil & gas extraction when oil prices increase,  and raise capital through the sale of our common stock or through debt financing.
 
Some of Tree Top’s past due obligations, including $338,000 of accounts payable, and $113,000 of notes payable and judgments, some of which are duplicative, were incurred or obtained prior to 2005. No actions have been taken by any of the applicable creditors, and the statute of limitations has been exceeded for the creditors to seek legal action. Tree Top believes that these obligations will not be satisfied in the future because the statute of limitations has been exceeded, but is not allowed to remove them from our books and records due to accounting regulations.

During the six months ended June 30, 2015, the Company’s working capital deficit increased from $(1,664,380) to $(3,095,096), an increase of 86%, due to the expiration of several long term notes. If the old payables and notes that have exceeded the statute of limitations were removed from the calculation, the working capital deficit would be $(2,644,096), a 59% increase over 2014.
 
Any remedy to our current lack of liquidity must take into account all the foregoing liabilities. Tree Top intends to continue its pursuit to increase revenues from our oil generating leases when oil prices improve, or find other operating activities, and as necessary, raise capital in order to monetize its business and pay all its liabilities. Capital raise plans are under consideration but it cannot be assured that they will materialize in the current economic environment. Currently, Tree Top is without adequate financing or assets. Because no actions have been taken on the aforementioned past due obligations and demand has not been made by the applicable current note holders, we are unable to accurately quantify the effect the overdue accounts have on Tree Top’s financial condition, liquidity and capital resources. However, in the event that all of these obligations and notes payable were required to be paid in an amount equal to the full balance of each, Tree Top would not be able to meet the obligations based upon its current financial status. The liquidity shortfall of $(3,095,096) would cause Tree Top to default and, further, would put our continued viability in jeopardy.
 
CONTRACTUAL OBLIGATIONS
 
None
 
Going Concern Qualification

The Company has incurred significant losses from operations, and such losses are expected to continue. The Company's auditors have included a "Going Concern Qualification" in their report for the year ended December 31, 2014. In addition, the Company has limited working capital. The foregoing raises substantial doubt about the Company's ability to continue as a going concern. Management's plans include seeking additional capital and/or debt financing. There is no guarantee that additional capital and/or debt financing will be available when and to the extent required, or that if available, it will be on terms acceptable to the Company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The "Going Concern Qualification" may make it substantially more difficult to raise capital.
 
Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.
 
 
17

 
 
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not Applicable.
 
ITEM 4.  CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures
 
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information we are required to disclose is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Commission. David Reichman, our Chief Executive Officer and our Principal Accounting Officer, is responsible for establishing and maintaining our disclosure controls and procedures.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Principal Accounting Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Principal Accounting Officer has concluded that, as of June 30, 2015 these disclosure controls and procedures were ineffective to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Principal Accounting Officer, as appropriate to allow timely decisions regarding required disclosure. The Company’s controls are not effective due to a lack of the segregation of duties. The Company lacks the appropriate personnel to handle all the varying recording and reporting tasks on a timely basis.  The Company plans to address these material weaknesses as resources become available by hiring additional professional staff, such as a Chief Financial Officer, as funding becomes available, outsourcing certain aspects of the recording and reporting functions, and separating responsibilities. The Company believes that it would require approximately $250,000 per year in available funds in order to retain the qualified personnel required for effective disclosure controls and procedures.
 
The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
 
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;
 
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and
 
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.
 
Changes in Internal Controls over Financial Reporting

There were no additional changes in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations over Internal Controls

TTI’s management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within TTI have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
 
 
18

 

Our disclosure controls and procedures are designed to provide reasonable assurance of that our reports will be accurate. Our Chief Executive Officer and Principal Accounting Officer concludes that our disclosure controls and procedures were ineffective at that reasonable assurance level, as of the end of the period covered by this Form 10-Q. Our future reports shall also indicate that our disclosure controls and procedures are designed for this reason and shall indicate the related conclusion by the Chief Executive Officer and Principal Accounting Officer as to their effectiveness.
 
 
19

 
 
PART II  OTHER INFORMATION
 
ITEM 1.  LEGAL PROCEEDINGS
 
During March 2013, the Company was named in an action pertaining to the 75% working interest in the Ownbey Lease. Subsequent to the Company’s purchase of the assets and the termination of the operator a mechanics lien was filed against the property claiming approximately $267,000 in fees are due to the previous operator. An action is pending in the District Court of Chautauqua County, Kansas, captioned Aesir Energy, Inc. vs. Amercian Resource Technologies, Inc.; Nancy Ownbey Archer; Jimmy Stephen Ownbey; Robbie Faye Butts; Tree Top Industries, Inc.; and TTII oil & Gas, Inc.   Management intends to vigorously contest AESIR’s claims and, at this point, settlement appears unlikely. It has been presented in the County Court that some of ARUR’s Directors have acted without authorization in this matter, and TTII’s management is assessing how to proceed at this time. No monetary claims have been asserted against TTII or TTII Oil & Gas, Inc.
 
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
The following shares of common stock were issued during the three months ended June 30, 2015 without registration:
 
There were no share issuances during this quarter.
 
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
 
The Company has the following note payable obligations in default:
     
       
Note payable to Facts and Comparisons due September 1, 2002, with interest accrued at 6% per annum, unsecured, in settlement of a trade payable; unpaid to date and in default
   
18,000
 
         
Note payable to Luckysurf.com due September 12, 2002 with interest accrued at 6% per annum, unsecured, in settlement of a trade payable; unpaid to date and in default
   
30,000
 
         
Note payable to Michael Marks (a shareholder) due August 31, 2000 with interest accrued at 5% per annum, unsecured; unpaid to date and in default
   
25,000
 
         
Note payable to Steven Goldberg (a former consultant) due July 10, 2002, unsecured with interest of 7% accrued if unpaid at due date, in settlement of liability; unpaid to date and in default
   
40,000
 
         
Note payable to an individual, unsecured with interest of 6% per annum, unpaid to date and in default
   
5,000
 
         
Note payable to an LLC, unsecured with interest accruing at 6% per annum, unpaid to date and in default
   
5,000
 
         
Various Notes payable to a Trust, unsecured with interest accruing at 6% per annum, unpaid to date and in default
   
72,500
 
         
Various Notes payable to an individual, unsecured with interest accruing at 6% per annum, unpaid to date and in default
   
65,340
 
         
Totals
 
$
260,840
 
 
None of these notes have been paid, and management has indicated that no demand for payment for any of these notes has been received by the Company. However, the Company received a notice of motion from Luckysurf.com dated October 22, 2002, seeking entry of a judgment for $30,000. No further information or action has been received by the Company relating to this note.
 
 
20

 
 
ITEM 5.  OTHER INFORMATION
 
Not Applicable
 
ITEM 6.  EXHIBITS
 
3. Exhibits
 
EXHIBIT NO.
 
DESCRIPTION
     
3.1
 
Articles of incorporation of Tree Top Industries, as amended (1)
     
3.2
 
By-Laws (2)
     
10.1
 
Employment Agreement, dated October 1, 2007, by and between Tree Top Industries, Inc. and David Reichman (3)
     
10.2
 
Employment Agreement, dated April 1, 2009, by and between Tree Top Industries Inc. and Kathy Griffin (4)
     
10.3
 
Bridge Loan Term Sheet, dated January 11, 2010, by and between Tree Top Industries, Inc. and GeoGreen Biofuels, Inc.(5)
     
10.4
 
Business and Financial Consulting Agreement, dated February 22, 2010 by and between Tree Top Industries, Inc. and Asia Pacific Capital Corporation(6)
     
10.5
 
Distribution Agreement, by and between Tree Top Industries, Inc. and NetThruster, Inc., dated February 9, 2011(7)
     
10.6
 
Term Agreement by and between Tree Top Industries, Inc. and Sky Corporation, doo, dated April 18, 2011 (8)
     
10.7
 
Term Agreement by and between Tree Top Industries, Inc. and Adesso Biosciences, Ltd, dated October 12, 2011(9)
     
10.8
 
Term Agreement by and between Tree Top Industries, Inc. and Stemcom, LLC d/b/a Pipeline Nutrition, dated March 1, 2012(10)
     
10.9
 
Mutual disengagement agreement by and between Tree Top Industries, Inc. and Stemcom, LLC d/b/a Pipeline Nutrition, dated March 23, 2012(11)
     
10.10
 
Reserve Equity financing agreement by and between Tree Top Industries, Inc. and AGS Capital Group, dated August 15, 2012.(12)
     
10.11
 
Asset purchase Agreement by and between TTII Oil & Gas, Inc. a subsidiary of Tree Top Industries, Inc. and American Resource Technologies, Inc.(13)
     
10.12
 
Resignation of Mr. Robert Hantman, Esq. as a member of the board of directors(14)
     
21.1
 
Subsidiaries of the registrant
     
31.1
 
Section 302 Certification of Chief Executive Officer and Chief Financial Officer
     
32.1
 
Section 906 Certification of Chief Executive Officer
 
 
21

 
 
Back to Table of Contents
_________________
(1) 
Filed November 13, 2009, as an exhibit to a Form 10-Q and incorporated herein by reference.
Filed January 3, 2012, as an exhibit to an 8 – K and incorporated herein by reference.
Filed April 12, 2013, as an exhibit to an 8 – K and incorporated herein by reference.
(2) 
Filed July 19, 2010, as an exhibit to a Form 10-K/A and incorporated herein by reference.
(3) 
Filed November 7, 2007, as an exhibit to a Form 8-K and incorporated herein by reference.
(4) 
Filed March 25, 2010, as an exhibit to a Form 8-K and incorporated herein by reference.
(5) 
Filed January 19, 2010, as an exhibit to a Form 8-K and incorporated herein by reference.
(6) 
Filed July 19, 2010, as an exhibit to a Form 10-Q/A and incorporated herein by reference.
(7) 
Filed February 9, 2011, as an exhibit to a Form 8-K and incorporated herein by reference.
   
(8)
Filed April 19, 2011, as an exhibit to a Form 8 - K and incorporated herein by reference.
   
(9)
Filed October 18, 2011 as an exhibit to a Form 8 - K and incorporated herein by reference.
   
(10)
Filed March 6, 2012 as an exhibit to a Form 8 – K and incorporated herein by reference.
   
(11)
Filed March 23, 2012 as an exhibit to a Form 8 – K and incorporated herein by reference.
   
(12)
Filed August 21, 2012 as an exhibit to a Form 8 – K and incorporated herein by reference.
   
(13)
Filed January 8, 2013 as an exhibit to a Form 8 – K and incorporated herein by reference.
   
(14)
Filed January 8, 2013 as an exhibit to a Form 8 – K and incorporated herein by reference.
 
(a)
Exhibits
 
 
22

 
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Dated: April 27, 2016
TREE TOP INDUSTRIES, INC.
     
 
By: 
/s/ David Reichman
 
   
David Reichman, Chairman of the Board, Chief
Executive Officer, Chief Financial Officer and
Principal Accounting Officer
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
By:
/s/ David Reichman
 
Dated: April 26, 2016
 
David Reichman, Chairman of the Board, Chief
   
 
Executive Officer, Chief Financial Officer
   
 
and Principal Accounting Officer
   
       
By:
/s/ Kathy M. Griffin
 
Dated: April 27, 2016
 
Kathy M. Griffin, Director, President
   
       
By:
/s/ Frank Benintendo
 
Dated: April 27, 2016
 
Frank Benintendo, Director & Secretary
   
       
By:
/s/ Donald Gilbert, Phd.
 
Dated: April 27, 2016
 
Donald Gilbert, Director & Treasurer
   
       
By:
/s/ Greg Ozzimo
 
Dated: April 27, 2016
 
 Greg Ozzimo, Director
   
       
By:
/s/ Mike Valle
 
Dated: April 27, 2016
 
 Mike Valle, Director
   
 
 
23 

EXHIBIT 21.1
 
Subsidiaries of the Registrant:
 
 
1.
NetThruster, Inc.
   
Nevada Corporation
   
511 Sixth Avenue, Suite 800
   
New York, NY 10011
     
 
2.
MLN, Inc.
   
Delaware Corporation
   
511 Sixth Avenue, Suite 800
   
New York, NY 10011
     
 
3.
GohealthMD, Inc.
   
Delaware Corporation
   
511 Sixth Avenue, Suite 800
   
New York, NY 10011
     
 
4.
BioEnergy Applied Technologies, Inc.
   
Nevada Corporation
   
511 Sixth Avenue, Suite 800
   
New York, NY 10011
     
 
5.
Eye Care Centers International, Inc.
   
Delaware Corporation
   
511 Sixth Avenue, Suite 800
   
New York, NY 10011
     
 
6.
TTII Oil & Gas, Inc.
   
Delaware Corporation
   
511 Sixth Avenue, Suite 800
   
New York, NY 10011
     
 
7.
GoHealthMD Nano Pharmaceuticals, Inc.
   
Delaware Corporation
   
511 Sixth Avenue, Suite 800
   
New York, NY 10011
     
 
8.
TTI Strategic Acquisitions & Equity Group, Inc.
   
Delaware Corporation
   
511 Sixth Avenue, Suite 800
   
New York, NY 10011

EXHIBIT 31.1

SECTION 302 CERTIFICATION
 
I, David Reichman, certify that:
 
1.
I have reviewed this report on Form 10-Q of Tree Top Industries, Inc.;
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
 
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions):
 
 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
 
Date: April 27, 2016

/s/ David Reichman
 
David Reichman, Chief Executive Officer
 
(Principal Executive Officer)
 

EXHIBIT 31.2

SECTION 302 CERTIFICATION

I, David Reichman, certify that:

1.
I have reviewed this report on Form 10-Q of Tree Top Industries, Inc.;
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
 
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions):
 
 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
 
Date: April 27, 2016

/s/ David Reichman
 
David Reichman, Chief Financial Officer
 
(Principal Financial/Accounting Officer)
 

EXHIBIT 32.1

SECTION 906 CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Tree Top Industries, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2015 (the “Report”) I, David Reichman, Chief Executive Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

 
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d)of the Securities Exchange Act of 1934; and
 
 
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ David Reichman
 
Date: April 27, 2016
David Reichman,
Chief Executive Officer

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EXHIBIT 32.2

SECTION 906 CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Tree Top Industries, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2015 (the “Report”) I, David Reichman, Chief Financial Officer (Principal Financial/Accounting Officer) of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

 
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d)of the Securities Exchange Act of 1934; and
 
 
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ David Reichman
 
Date April 27, 2016
David Reichman,
Chief Financial Officer
   
 
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.